REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. The Principal Shareholder hereby represents and warrants that, as of the date hereof and as of the date the Offeror first takes up Common Shares pursuant to the Offer: (i) of the Common Shares now owned or over which control or direction is exercised by it, certain of such Common Shares as set forth in Schedule "B" attached hereto (the "1998 Escrowed Shares") are held in escrow by Montreal Trust Company of Canada (the "Escrow Agent") pursuant to an escrow agreement dated June 4, 1998 (the "1998 Escrow Agreement"), a copy of which has been provided to the Offeror. The Principal Shareholder agrees to use its best efforts to make or cause to be made within three business days from the execution of the Agreement, an application (the "Escrow Relief Application") to the applicable regulatory authorities to obtain regulatory approval to allow the Escrow Agent to deposit the 1998 Escrowed Shares under the Offer (the "Escrow Relief") as soon as practicable following receipt of the required regulatory approval, but in any event, not later than the expiry date of the Offer, provided such regulatory approval has been received and the Offer has not been withdrawn or terminated. (ii) it is a corporation that is duly incorporated and validly existing under the laws of its jurisdiction of incorporation; has all necessary power, authority, capacity and right, and has received all requisite approvals (including any necessary approval of its shareholders), and, subject to the making of the Escrow Relief Application, has made any required filings to enter into this Agreement and to complete the transactions contemplated hereby and that, upon the due execution and delivery of this Agreement by the Purchaser, this Agreement shall be duly executed and delivered by the Principal Shareholder and shall be a valid and binding agreement enforceable by the Purchaser against the Principal Shareholder in accordance with its terms. subject to the qualification that such validity, binding effect and enforceability may be limited by: (i) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors' rights generally; (ii) equitable remedies, including the remedies of specific performance and injunctive relief, being available only in the discretion of the applicable court; (iii) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay executions on judgments; (iv) the applicable la...

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. The Principal Shareholder represents and warrants to the Company that:

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. The Principal Shareholder hereby represents and warrants to Parent, as of the date hereof and any Option Closing, as follows:

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. Each of the Principal Shareholders, jointly and severally, hereby represents and warrants to Bidder as of the date of this Agreement:

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. Except ----------------------------------------------------------- as set forth in the Principal Shareholder Disclosure Schedule, the Principal Shareholder, represents and warrants to Zhone and Sub that:

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. The Principal Shareholder represents and warrants to each of Parent and Merger Sub as follows: (a) Such Principal Shareholder has the absolute and unrestricted right, power and authority to enter into and to perform his or her respective obligations under this Agreement and the other Transactional Agreements to which he or she is contemplated to be a party. This Agreement and the other Transactional Agreements constitute, or upon execution and delivery will constitute, the legal, valid and binding obligations of such Principal Shareholder, enforceable against him or her in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity. (b) Subject to the satisfaction of the condition in Section 10.1(c) hereof, to the knowledge of such Principal Shareholder, the execution and delivery of this Agreement and the other Transactional Agreements, and the consummation of the transactions contemplated hereby or thereby, by such Principal Shareholder will not, directly or indirectly (with or without notice or lapse of time), contravene, conflict with or result in a violation of, or give any Governmental Entity or other Person the right to challenge any of the transactions contemplated hereby or thereby or to exercise any remedy or obtain any relief under, any Legal Requirement or any order to which such Principal Shareholder is subject. (c) There is no pending Proceeding and, to the knowledge of such Principal Shareholder, no Person has threatened to commence any Proceeding, that challenges, or that may have the effect of preventing, delaying or making illegal, such Principal Shareholder's ability to comply with or perform his or her obligations and covenants under the Transactional Agreements; and, to the knowledge of the Principal Shareholder, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. (d) To the knowledge of such Principal Shareholder, there is no proposed Order that, if issued or otherwise put into effect, may have a material adverse effect on the ability of such Principal Shareholder to comply with or perform any covenant or obligation under this Agreement and the other Transactional Agr...

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. The Principal Shareholder represents and warrants to the Vendor and acknowledges that the Vendor is relying upon such representations and warranties in entering into this agreement:

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. The Principal Shareholder hereby represents and warrants to the Seller as of the date hereof and as of the Closing Date that the Principal Shareholder is the true and lawful registered holder and beneficial owner of the Redemption Shares, all of which Redemption Shares are free and clear of all Encumbrances. None of the Redemption Shares is subject to any rights of any other Person to acquire the same.

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. The Principal Shareholder hereby represents and warrants to the Buyer that each of the statements contained in this ARTICLE 3 is true and correct as of the date hereof.

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. The Principal Shareholder represents and warrants to the Tyler Entities as follows: